All the Wonder That Would Be
by Searider Falcon
Summary: A twenty-year courtship of pranks, insults, and barely tolerating one another was never quite what he had in mind for wooing a certain Miss C.C. Babcock. (a Niles POV companion piece to Joy Comes in the Morning)


**Title:** All the Wonder That Would Be

 **Author:** Rina (Searider Falcon)

 **Summary:** _A twenty-year courtship of pranks, insults, and barely tolerating one another was never quite what he had in mind for wooing a certain Miss C.C. Babcock._ A Niles POV companion piece to Joy Comes in the Morning.

 **Disclaimer:** The Nanny and its characters are all the property of Sony Pictures, High School Sweethearts, and Sternin  & Fraser's Ink, Inc. I make no profit from writing and sharing this story.

 **A/N:** While a bit different in tone and scope, this piece is sort of a companion piece to Joy Comes in the Morning. Much like its predecessor, it developed a life of its own outside the original plan I had for it, go figure.

* * *

Despite Niles' best efforts, his life turned out not at all like he imagined.

Granted, he did recognize the fact he led something of a privileged existence. His family's service and association with the Sheffield family, and particularly his lifelong friendship with Maxwell, afforded him certain benefits that others sharing a similar station in life rarely enjoyed. He received a degree from one of the finest universities. Over the years, he saw more of the world than many ever hoped to see. He'd been in the presence royalty along with some of the greatest performers of stage and screen. He had exposure to and enjoyed many of the finer things in life. He lived in a mansion, for heaven's sake.

Gripe as much as he did, he knew how much luckier than most he was. But...

He'd intended the whole butler gig to be only a short-term commitment and favor to his friend, a brief line on his resumé, _not_ a long-term career. It just wasn't what one did with an Oxford education.

Nor did he set his own itinerary or see much of anything when his boss went globetrotting. He needed to be there to tend to a man who often beahved like a middle-aged toddler, three equally spoiled kids, and in recent years, a certain eccentric nanny...who sometimes seemed to pack half of her own family into her extensive luggage set as well. It felt like more of a holiday to be left behind after awhile.

Not to mention, those larger-than-life individuals that frequented the Sheffield home certainly paid him no heed. Most of the finer things he enjoyed usually came second-hand or as leftovers.

That he went halfway through his life only to find himself still scrubbing that mansion's toilets was far from where Niles saw himself being by that point, especially when nothing outside his bedroom was his.

Hell, even the room didn't belong to him either.

His benefits came at a rather depressing and unsexy price.

* * *

In much the same way, a twenty-year courtship of pranks, insults, and barely tolerating one another was never quite what he had in mind for wooing a certain Miss C.C. Babcock.

Not that he ever bargained on so completely and deeply in love with the likes of her either.

His attraction to her struck almost in an instant. His recognized that no matter what he said to her over the years, she was an _exquisitely_ beautiful woman. With a face like Bacall and all the fire and drive of Hepburn, he'd be blind not to notice.

Of course, she also offered all the startling and salty, irascible charm of Tallulah Bankhead...and at times, a liver to match as well. That tempered her appeal for awhile.

Loving her came much later.

For several years, Niles believed hiring Miss Babcock was both Mr. Sheffield's most brilliant yet absolute worst business decision ever. Her intuition and social connections provided exactly what the floundering production company needed to pull itself out of a downward spiral into obscurity. She lifted it back to, well, semi-successful, sometimes even headlining mediocrity. At least, under her forceful guidance, it made money when not undermined by Maxwell Sheffield's own foolish blunders.

The effect that woman had on their personal lives - his own in particular - he failed to appreciate for many years. Although she usually presented herself as a poised and practiced businesswoman to anyone with an overloaded wallet, she proved to be impatient and tempestuous with production staff, awkward, indifferent, or half terrified of the young Sheffield children at various turns, and a bizarre combination of pompous and aloof around the office. She unnerved everyone around her with the exception of Mr. and Mrs. Sheffield.

To say nothing of the way Miss Babcock reacted to him and he to her.

That Max did not regard him with the expected air of indifference that typical domestic staff received blew her blue-blooded little mind. She made no attempt to conceal her horrified disdain over that fact either. That open, easy camaraderie he shared with their employer made it impossible for her to outright ignore him, however, as he suspected she would have done under normal circumstances.

He, in turn, couldn't understand how Sara Sheffield managed to befriend such a defective, brittle personality, and though it betrayed his training, he felt no compunction to treat her with any more respect than she gave him...which was none. Knowing her fondest wish was that he'd somehow transform into a demure servant that faded into the woodwork until called upon, he decided never to let her have that satisfaction. He made a game out of distracting the hell out of her and commanding her attention instead.

In time, however, he came to understand the dichotomy of this creature, the self-assured socialite who somehow managed to be so graceless if a situation required anything more than superficial interaction. A glimmer of vulnerability in her eyes when life threw one of its of its many disappointments at her, the slight catch in her voice anytime she admitted to some personal failing - those brief, puzzling, almost uncharacteristic flashes revealing tiny cracks in her facade, the merest of glimpses at the humanity beneath her veneer.

And in his kinder, less frustrated moments, he secretly found her own frank, acerbic humor to be damned refreshing in the often over-polite, superficial atmosphere of the Sheffield's' stuffy social circle. When he started playing pranks on her, he admired her ingenuity when she retaliated.

Then Mrs. Sheffield died so suddenly, and he learned to appreciate and envy the emotional barriers Miss Babcock used to protect herself as grief consumed the rest of the household. Left with no choice but to turn to each other to keep home and business from falling to shambles, they learned to work together at last.

No, he still didn't like her that much most of the time. But...

For awhile, he respected her.

Once that happened, that physical attraction developed into something more.

So of course, she fell for their boss instead.

One part jealousy and two parts righteous indignation fueled his ire. He'd known Maxwell Sheffield since they were both in diapers. Never mind how ill-suited a Babcock-Sheffield union might be; when she started her pursuit, the man was in no way near starting the healing process from losing his beloved Sara. His heart wouldn't even truly start to mend for a few more years when a certain woman from Flushing sashayed down his staircase and shook him up enough to start living again.

Despite his own exasperation with Babcock's luckless quest, after taking his own occasional side trips into Fantasy Land, he discovered that hope was exceedingly difficult to extinguish once lit.

But what could he possibly offer her when she had her sights on a handsome, charming multimillionaire?

In some ways, they really were a matched pair with their delusions.

* * *

The first kiss - the one that happened mostly on purpose and that wasn't another failed attempt by C.C. to snag a certain rich widower - was a liquor-induced climax to yet another heated war of words.

Now, he really _should_ have counted _that_.

The amazing thing, though, was that while she never spoke of it again, she never denied it happened either. She knew as well as he did that what happened was completely mutual on both of their parts.

She also knew just as well as he did that they weren't that drunk either.

That's when things took a turn. The game changed. The insults still maintained a certain sting, but the tone shifted, became more provocative. What once garnered a hateful glare now tugged her lips into an amused smirk. An undercurrent of flirtatiousness laced their interactions.

Anyone else would label their behavior as casual dating. They disguised evenings together attending award ceremonies and weddings and occasional dinners as reluctant shows of pity, but they could hardly fool even themselves as time went by. Then again, they weren't the only adults in that household participating in a unconventional, undefined relationship either. Miss Fine and Mr. Sheffield hardly could be accused of offering a better, healthier example while they stumbled around, over, toward, and away from their own attractions, after all.

She saved him and stayed with him when he had the heart attack. She was the first thing he saw when he woke up, the only person he wanted to see.

It took her awhile to forgive him for the prank he immediately played on her out of instinct, but in her own way, she eventually did.

When she ended up in the hospital herself, he spent every spare second at her bedside.

He knew then that this was no passing infatuation.

Still, there was little to be done about it.

* * *

He always perceived himself as someone who possessed a fair command of his sensibilities, a rational man not prone to make rash decisions without consideration of the consequences.

It took several months and the benefit of retrospect to explain just what part of him snapped, to figure out just what turned him from a reasonable individual into some sort of matrimonial vending machine, spitting out proposals as if every one of Miss Babcock's insults were quarters.

After his recent brush with his own mortality, though, and with so many wonderful changes for everyone else happening around him - Fran finally marrying Max, the kids growing into young adults, the highly anticipated additions to the family - it was hard not to want a just a sliver of that same sort of joy in his own life.

He had only a handful of little moments, mere morsels really, of precious bliss to serve as the only sustenance for that small but steadfast flicker of hope he carried. It no longer fulfilled him enough after daydreaming of something more substantial with C.C. for so long with no real action.

It wasn't like his hope grew without warrant either. He knew, just _knew_ damn it, that she felt something in return. Too many lingering glances, too many times when she stood just a little too close. The occasional brush of her fingers across his arm or back, the warmth in her eyes and in her smile when she got one over him. She sneaked out of the office to watch Spanish soap operas with him, she danced all night with him during Fran and Max's wedding reception, and he felt reasonably certain that her show of separation anxiety that day she left for Boston wasn't just because she dreaded going a couple days without using him as a verbal dartboard in person.

No, he wasn't so far gone that he imagined all that.

Furthermore, he heard her vent about her own lack of personal satisfaction in almost every aspect of her life. He saw the string of short-term affairs in which she engaged, often followed by long bouts of loneliness once again. He recognized that aching envy that filled her eyes as the Sheffields made each of their happy announcements. Even as he celebrated each milestone with them, he felt just as wistful too, after all.

The night she left work on the arm of a man who seemed to be a younger, richer facsimile of himself, he knew something had to change one way or another. The most unsettling weeks of his life followed as he tried in various ways to let her know how he really felt.

He never ever intended to spook her by blurting out that first proposal, but as she stood there both complimenting and teasing him in the same breath, her expression letting him know she was indeed impressed this time, the champagne he'd just gulped down and an overpowering vision of them spending the rest of their lives just like that muddied all his logic.

He meant to tell her the play was for her. He meant to ask her on a date. He meant confess the truth in his heart.

"Marry me?" came out instead.

With it out there, however, he realized that no matter ill-timed and ill-considered it may be, there was nothing in the world he wanted more.

Still, it was too much, too soon. He gave her little to believe that it would be anything other than yet another one of his jokes. Despite his efforts to prove it as quite the opposite, that's exactly what she assumed every proposal was until things finally came to a head. They had a rare moment of honesty as he laid his heart out for her one more time. He described his deepest fears for her but still received nothing from her in response. She wouldn't even look at him. Taking that as an apparent lack of feeling, he trudged away realizing that all those uncharitable beliefs he held about her in those early years appeared to be true after all and nothing but ice water ran through those veins. Perhaps he really knew nothing about her. He should have known better than to hope for anything else from her.

Except that, yes, he indeed should have known better. His darling witch sometimes felt too much.

But then she came to him. She came to him because this time it had to be her. She came back and it will always mean everything to him that she did.

* * *

For the first time in his adult life, reality far exceeded his imagination. The weeks after that dreadful, wonderful night turned out to be so much more than he ever thought possible, and even with the two decades of history they shared, they still surprised each other.

Nothing and everything changed.

Their daily routine remained the same. The air still felt as electric as ever each time they found themselves in the same room. The offbeat sense of humor still maintained a delicious bite.

Yet those witty retorts took on whole new meanings when she paired them with a sexy smile and murmured it against his ear. Or when he returned the favor, causing her to throw back her head with a boisterous laugh before she exacted the sweetest revenge on him. Not that it was much of a battle. Now he knew each and every sensitive spot on her body that could have her gripping his shoulders and gasping into his neck in return. Either way, they both won.

Hot, sexy, and a little bit scandalous he anticipated, but it was also fun and intensely romantic. In all his daydreams, he took for granted just how significant the almost inconsequential things would become to him.

He savored the newfound freedom to touch her...to brush a wayward strand from her face, rest a hand on the small of her back, kiss her when the urge overcame him, hold hands. He enjoyed their afternoon soap opera routine even more when she sat curled into his side and her cheek upon his shoulder. Her frequent trips to the kitchen for a drink became excuses to sneak away for extra kisses.

He cherished their evenings together most. At last, the night was theirs, not just stolen moments in between their obligations at work while they looked over their shoulders for the prying, curious eyes of the Sheffields. Whether they slipped away from the townhouse for an adventurous tryst, took a long ride outside the city limits, or sneaked up to his room to make love and murmur their innermost secrets to each other in the afterglow, the time they spent together centered him. It brought him a sense of peace and joy that he never knew until that point in his life.

No doubt that Niles loved her already, and for years prior at that, but on those nights when they were able to just be together and be themselves, he fell deeper still.

* * *

He knew better than to doubt her, he really did. But there were times when the light in her eyes briefly dimmed to reveal an unspeakable sadness. He couldn't help but worry if he caused it somehow, that if in some ways she regretted that it was him she ended up with and not someone, _anyone_ , else.

He tried to wiggle out of the family reunion he promised to attend months prior, but pressure from his mother and guilt over the fact he hadn't seen much of his family in several years compelled him to cross the Atlantic at what felt like the worst possible time.

Numerous phones calls sustained them, though, and her ideas of farewell and welcome home turned out to be unconventional yet oh so satisfying. They passed their first real test as a couple with flying colors, he thought.

Then, as soon as he returned, she left on her own trip, with a lot less warning and barely a goodbye.

With Fran fueling his insecurities by mixing them with her own, he found himself following her on the first flight available.

When he arrived, C.C. told him in no uncertain terms just how much of a foolish ass he was.

He couldn't disagree.

Then, for the first time, she told him she loved him.

Hope washed over him anew. Part of his conscience screamed that he was still being too hasty, but while she attended more business meetings the next day, he bought a ring.

* * *

The fifth proposal, while under more ideal circumstances and after a more appropriate period of wooing and courtship, didn't play out the way Niles hoped it might either. Not quite. Not right away.

She stood there speechless for a few moments before fleeing the ballroom. Although the former may have been somewhat predictable, he knew his C.C. well enough at this point to recognize how she wore pure unadulterated panic. He had twenty years to study every nuance of her many facial expressions, her body language, all those little tics and tells that served him so well in calculating her exact reaction to almost any scenario over the years.

After the shock passed, he hoped she'd smile and say yes. They'd embrace and kiss. She probably wouldn't cry but he just might.

Fight or flight never factored into his equation.

But no. Instead her eyes widened in surprise, confusion...and a healthy dose of fright. He knew then exactly what she was about to do a mere second before she did it.

His only consolation was that it's wasn't an immediate rejection.

It still hurt. They admitted to each other that this was the best, most stable relationship either ever had, that it never felt so right with anyone else before, and yet...she still needed to think about it.

The longest thirty minutes of his life passed before she gave him an answer, and it came through a few inches of thick metal and over top of Fran's pained wails when she did, but the elation that coursed through him when she did say yes - _oh god, she actually said YES this time_ \- he felt like he could move mountains and rearrange the cosmos.

He settled for stuck elevator doors.

Later, she admitted that her nerves, her fear of screwing up something that felt so sublime, paralyzed her with fear. She never dealt well with changes that weren't carefully considered, measured, and planned down to the tiniest detail. That, of course, went against some of his own more compulsive tendencies, and in that moment, he began to understand that this one fundamental difference between them was destined become one of their greatest challenges to overcome as a couple.

Life and Miss Babcock still managed to surprise him yet again, though, when she rebelled against her very nature to embrace the spirit of spontaneity (rather than the commercial grade porcelain throne she spent half the evening hugging instead) by suggesting a more immediate exchange of vows.

* * *

He rarely let himself envision a wedding. Not in the earliest days of his crush, before their war of wits and folly took on a life of its own. Nor as time leveled their tempers into genuine affection and twisted flirtation. Not even as he blurted out every proposal nor even after they both finally accepted and began embracing the full depth of their feelings for one another. While time mellowed their combative natures and the possibility that maybe she'd at least be willing to have a fling teased his imagination, marriage seemed too far-fetched an outcome for them. Nevermind that he went so far as to buy the ring. On some level, part of him still understood she never wanted to marry the help.

When he allowed his mind to meander down that less traveled path, though, he thought it should have been the society event of the season, the beaming bride glowing in the most fashionable gown to come off the runways of Milan, a large bridal party, and everyone who was anyone in New York society in attendance.

Instead of white lace and cathedrals, sea foam green hospital scrubs adorned their wedding party - all Sheffields and Fines - as they assembled in a crowded delivery room, much to Fran's irritation. His bride didn't walk down an aisle. She weaved through a busy corridor. Instead of violins, a harp, a church organ, Fran's labored groans and interruptions from her aunt and uncle set the mood. C.C. felt so nauseous that she struggled to stand upright.

Yet she seemed to glow, even when she growled at the priest to hurry the hell up already. While her lips were covered by one of the surgical masks everyone in the room had to wear, he still saw nothing but delight and love in her eyes when they were pronounced man and wife. Though the hope of calming her nerves may have been the impetus for their rushed ceremony, she really did want this. She wanted him.

He just might burst from the knowledge of that.

* * *

Then came the little surprise that they found out about a mere hour after their nuptials.

 _This_ was the most staggering and unexpected turn of events. Niles never imagined it at all until he faced the impending reality of it.

Fatherhood was something he knew he'd only experience in a distant, second-hand sort of way through the Sheffield children. Though it'd been a great privilege to see those three grow up into the fine individuals they became and know he held some influence on them, they only ever saw him as a pseudo-uncle. One that could be bossed around at that.

Too lost in the wonder of just actually being with her, he never considered whether C.C. wanted a child after they finally came together. He never would've asked if it had, just assumed her answer to be an emphatic no. That was fine. He made peace with the unlikelihood years ago. In some ways, he even relished the lack of responsibility he'd never have placed on his shoulders.

After he and C.C. recovered from their parturient shocker, he still struggled to see either of them in the role of parents. Even through the cross-country move, the process of finding a new home that suited the pitter-patter of little feet, and the budding collection of infant paraphernalia they slowly started to amass, the thought still left him in a daze.

Oh, he had moments where his breath would suddenly catch, the astonishing knowledge of it crashing over him, making his heart pound in a mixture of terror and anticipation. He wouldn't, _couldn't_ deny that his eyes still got a bit misty recalling the first time they heard the baby's rapid heartbeat, how with each sonogram they could see that staticky little bean transform and gain the defined shape of the child they'd soon hold in their arms, or when C.C. pressed his palm against the swell of her belly to let him feel those first tiny little kicks.

All the evidence before him, but he still felt too dumbfounded to grasp it fully.

In the end, he was glad he never fully tried to envision this in his life. The reality of hearing those first cries (those feisty howls of indignation were _all_ Babcock!), of holding that tiny little girl in his arms for the first time, and carrying her over to his exhausted but elated wife for her to hold...it was the single most precious moment of his entire life. Imagination could do this no justice whatsoever.


End file.
